Showa Denko Group begins considering transformation into a holding company structure

TOKYO, March 9, 2022 – (JCN Newswire) – – Showa Denko KK. (SDK) (TOKYO: 4004) announces that it has been decided at the meeting of the Board of Directors held today that, with regard to a plan to transform the current structure of the company into a holding company structure, the Company will begin to review the plan and prepare for its execution. The execution of the plan is subject to the adoption of the relevant resolutions by the shareholders at an extraordinary general meeting of shareholders, which is expected to be held at the end September 2022, and is also subject to the approval and authorization of the competent authorities. We will announce the details of the plan as soon as they are decided.

1. Context and purpose of the consideration

As we stated in “Our Policy of Co-Creative Chemical Company Achievement”, which was announced on February 14, 2022the Showa Denko Group aims to transform the Group into a “Globally Competitive Company”, “Company that contributes to a sustainable global society” and “Company that develops talents that represent from Japan manufacturing industry”, thus making the Group “A world leading manufacturer of functional chemicals from Japan“, which is the ideal state of the Co-creative chemical company.

With the aim of Showa Denko Group, which is “Changing Society Through the Power of Chemistry”, we put our drive to have world class competence as a chemical manufacturer, to think beyond the conventional boundaries of our individual business activities and to co-create a better society with stakeholders and communities who share with us a high purpose and ideal. It is the essence of Co-creative chemical company who we aim to be. Through the achievement of the Goal, the Showa Denko Group will continue to reform, aiming to become the world’s premier functional chemical manufacturer.

In the process of achieving the ideal state, the Showa Denko Group will be committed to achieving the scale and profitability of the business which are prerequisites for becoming a business that can compete on the global stage, execute business portfolio management focusing on the strategic allocation of management resources, while maintaining integrity, promoting innovations that bring competitive advantage, and executing a personnel strategy focused on the development of human resources based on the purpose and the four values, which are the Showa Denko Group new business philosophy.

To become a top-tier global functional chemicals manufacturer, which is our ideal state, and to maximize the value of our business, we will accelerate the management of our business portfolio, which will allow us to solve social problems global markets and create lasting business value. In an effort to establish an optimal organizational structure for achieving the ideal state, we will examine the specific procedures for transformation into a holding company structure.

If the Group converts to a holding company structure, the holding company will specialize in formulating and executing group strategy and will operate as a listed company. The holding company will deal with management issues promptly and flexibly, and realize appropriate allocation of group-wide management resources from a bird’s-eye perspective, including the formation of business alliances and mergers and acquisitions. The newly integrated company (a company involved in manufacturing) will focus on strengthening the competitiveness of each business of the Company in order to realize the synergy of integrating Showa Denko and Showa Denko Materials as soon as possible, and exploit the businesses quickly and flexibly. corresponding to the surrounding environment, thus increasing the enterprise value of the entire Group.

2. Planned process of transformation into a holding company structure

The planned process for the transformation of the current company structure into a holding company structure is as follows. We’ll fix the current Showa Denko KK. as a company to be split, execute the split of the company, make Showa Denko Materials Co., Ltd. (SDMC), which is a wholly owned subsidiary of HC Holdings KK (HCHD), in which SDK holds 100% voting rights, succeeds all businesses currently operated by SDK and merges HCHD with SDMC. Next, we will define SDMC as the company to be spun off, execute the spin off of the company, and have SDK succeed some of SDMC’s assets and liabilities. We will announce the details of this process as it is decided in the future.

3. Plan for the future

– End of June 2022: Record date to set the shareholders who can exercise voting rights at the extraordinary general meeting of shareholders regarding the transformation into a holding company structure

August 2022: meeting of the board of directors concerning the transformation into a holding company

September 2022: Extraordinary general meeting of shareholders concerning the transformation into a holding company

January 2023: Transformation into a holding structure

On Showa Denko KK.

Showa Denko KK. (SDK; TSE: 4004, ADR: SHWDY) is a leading manufacturer of chemicals serving from heavy industry to IT and electronics. The Petrochemical Sector provides cracking products such as ethylene and propylene, the Chemical Sector provides industrial, high performance and high purity gases and chemicals for semiconductors and other industries, the Inorganic Sector provides ceramic products, such as alumina, abrasives, refractories/graphite electrodes and fine carbon products. The Aluminum Sector supplies high value-added aluminum materials and wrought aluminium, the Electronics Sector supplies HD carriers, compound semiconductors such as ultra-bright LEDs and magnetic earth alloys rare, and Advanced Battery Materials Department (ABM) supplies lithium-ion battery components. For more information, please visit www.sdk.co.jp/english/.

For more information, contact:

Showa Denko KK., Public Relations Group, Brand Communication DepartmentPhone. : 81-3-5470-3235

Copyright 2022 JCN Newswire. All rights reserved.

© Japan Corporate News, source JCN Press Releases